[IMGCAP(1)]The American Institute of CPAs’ Private Companies Practice Section released the results of its 2012 PCPS Succession Survey not long ago, and it provides us with data from nearly 1,000 firms across the U.S. on how they are dealing (or not) with succession.
The survey also reveals a lot of information that we can use to help us navigate our firms through the merger and acquisition waters. There is no question that M&A is hot. Take a look at any industry publication. It is unusual if Accounting Today’s daily edition doesn’t report a sizable deal.
The survey asked multi-owner firms whether they had been in active M&A discussions in the last 24 months and/or if they were planning to be active in the next 24 months. Forty-four percent of the 509 participants who responded to the survey said yes!
This is where it starts to get interesting. Of those 224 active firms, 64 percent said they were the buyer, 15 percent said they were the seller, and 21 percent said they could be both. Think about that last number. We have more firms today than ever before opening their minds to a transaction that will solve their problems and willing to look at all options.
One of the most interesting tidbits from the survey was a question directed to the 432 responding sole practitioners about practice continuation agreements. In case you are not familiar with this type of agreement, it is a document that most consultants (including this one) have been recommending to their CPA firm clients for years. The idea is that the solo enters into an agreement with a larger friendly firm to “step in” and acquire the practice in the event of the solo’s death or disability. It avoids the fire sale and provides some order and planning to what will happen. Makes a lot of sense for both parties. Right?
Ninety four percent of the solos said that they do not have a practice continuation agreement with another firm. That is actually up from 91 percent in the 2008 survey, despite larger firms pushing the concept for years. Your initial reaction to the numbers might be that there is a big opportunity here, and you should contact all of the solos in your area and start getting these deals negotiated and in place. That would be the logical but incorrect answer. After many conversations and interviews with solos, I can tell you there is something else going on.
The message here is that there is just something about the sole practitioner, perhaps that deep-down independence that makes them want to practice as a solo in the first place, that gets in the way of executing something that seems to make so much sense. The apathy is even more interesting given the aging of the Baby Boomers and the need to do something, soon. Rather than fight it, my suggestion is that if you are a larger firm, you probably should look to other options besides chasing practice continuation agreements.
One option to consider that is a relatively new approach is the concept of a two-step deal. It works if the solo is nearing retirement, and it might give you a new reason to talk. The basic notion is that in step one the solo and the larger firm cohabitate, while the solo maintains quite a bit of the desired independence and continues to serve the clients. Step two is down the road in two or three years and is when the buyout really begins.
The survey did provide some guidance on deal multiples and terms from the perspective of those same sole practitioners. These are expectations, not necessarily what they have been offered. When asked “what value do you expect for your practice when you retire,” 48 percent answered 100 percent of billings, 10 percent said 110 percent of billings and 11 percent said 120 percent of billings. The category receiving the next highest number of votes was 150+ percent at 8 percent. Good luck on that! There are a lot of factors in any deal that influence the multiple, including geography, projected profitability in the acquiring firm, upfront cash, retention/guarantee clauses, payout periods and the overall size of the transaction.
The answers to a second question on the number of years over which they would expect to be paid out were a little more diverse. Three years or less won 36 percent of the votes, five years was the most popular with 43 percent, and the rest were scattered. Experience tells us that for most deals under $2 million, four to six years is fairly common, and we see most multiples ranging from 1 to 1.25.
A final thought if you are reading this and thinking about getting in the M&A game: I have heard a lot of partners say they don’t want to do a particular deal with this firm or that firm because they will be fixing someone else’s problems. I’ve got news for you. If you are the acquirer, you are always fixing someone else’s problems. Make sure that you fully understand what they are.
Gary Adamson, CPA, is the president of Adamson Advisory, specializing in practice management consulting for CPA firms. He is an Indiana University graduate and has extensive hands-on experience as the recent managing partner of a top 200 CPA firm. He can be reached at (765) 488-0691 or firstname.lastname@example.org. For more about Adamson Advisory, visit www.adamsonadvisory.com or follow the company at www.adamsonadvisory.com/blog.
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